Authorization for Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser and Newco (i) are within the Purchaser's and Newco's corporate powers and duly authorized by all necessary corporate action on the part of the Purchaser and Newco and (ii) do not (A) require any action by or in respect of, or filing with, any governmental body, agency or official, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or a default under, any Requirement of Law applicable to the Purchaser, Newco or any of their properties or any Contract to which they or any of their properties are bound, except filings and approvals in connection with the Initial Public Offering.
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Samples: Merger Agreement (Imagemax Inc), Plan of Reorganization (Imagemax Inc), Merger Agreement (Imagemax Inc)
Authorization for Agreement. The execution, delivery and performance of this Agreement and the Transaction Documents to which Acquiror is a party and the consummation of the transactions contemplated hereby by the Purchaser this Agreement and Newco such Transaction Documents by Acquiror (ia) are within the Purchaser's and Newco's corporate Acquiror’s limited liability company powers and duly authorized by all necessary corporate action on the part of the Purchaser and Newco Acquiror and (iib) do not (Ai) require any action by or in respect of, or filing with, any governmental body, agency Governmental or official, except as set forth in this Agreement Regulatory Authority or (Bii) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or a default under, any Requirement of Law applicable to the Purchaser, Newco Acquiror or any of their its properties or any Contract to which they Acquiror’s Articles of Organization, limited liability company agreement or any of their properties are bound, except filings and approvals in connection with the Initial Public Offeringother governing documents.
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Samples: Asset Purchase Agreement (Siena Technologies, Inc.)
Authorization for Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Transactions by the Purchaser and Newco (i) are within the Purchaser's and Newco's ’s corporate powers and duly authorized by all necessary corporate and, if necessary, shareholder action on the part of the Purchaser and Newco and (ii) do not and will not (A) require any action by or in respect of, or filing with, any governmental body, agency Governmental or officialRegulatory Authority, except as set forth in this Agreement or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or a default under, any of the Purchaser’s Organizational Documents, any Requirement of Law applicable to the Purchaser, Newco Purchaser or any of their its properties or any Contract to which they the Purchaser or any of their its properties are is bound, except filings and approvals as set forth in connection with the Initial Public OfferingSchedule 4.2.
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